Somewhere A Clock Is Ticking
by BehindBlueEyes29
Summary: The prominent brainsurgeons idealistic affair with his young intern, whom on a whim and a kiss had surrendered herself to him once more, reducing not only her own demeanor, but his as well, the surgical shenanigan of the year.
1. Existentialism on Prom Night

**Reminder: **I don't in any way, shape, or fourm own Grey's (pity isn't it) or any other song/song title used in this fic so...enjoy!

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**Somewhere a Clock is Ticking**

**I: Existentialism on Prom Night**

_When the sun came up,  
We were sleeping in,  
Sunk inside our blankets,  
Sprawled across the bed,  
And we were dreaming,_

And so she stood, contemplation numbing her emotions, body aching and soul weary. Exhaustion ebbed in lulling triumph through her veins, Derek's blissful seduction and an inconsolable Izzie weighing heavily on her stricken heart.

Her pale eyes drifted absently, accounting her surroundings, drawing on possibilities. Thoughts forlorn and reminiscent, lingering images of the evenings prior exertions toiling and taunting, causing her body to ache and fingers to tremble. Yet, if all the evenings trying events didn't suffice as enough, Derek Shepherd was looking at her.

_There are moments when,  
When I know it and  
The world revolves around us,  
And we're keeping it,  
Keep it all going,  
This delicate balance,  
Vulnerable all knowing,_

It was their look, the gaze that sent tremors through her waif like physique and made the ebb of her breath still, body and soul aching to do nothing more then pull the weight and calm of his body against her, within her once more, ramifications be damned.

Guilt was vehemently heightening her pulse. Her chest was heaving in erratic desperation; eye's hazing as the realizations of the evening began to falter on her shoulders.

Hair askew and eyes narrowed in sated exhaustion, she stood, helpless, her once pristine dress fraught with lines from where raw desperation and passion had blinded her.

A complex idiom piqued her weary countenance, swollen lips parting ever so slightly too silently construe the inevitable. Her pale eyes entwined with Derek's, indecision wracking her body, searching his tender expression for some facet of assurance.

Before her stood a man she could not fathom hurting, who was sweet and thoughtful, and her unequivocal equal. A man who knew the hurt and tribulations she'd overcame, who'd been open and blatantly earnest with her since their initial meeting not so long ago.

Yet, as always, there was another, the one, the only one who made her soul and body ache. Derek, her teacher, her teachers teacher, who blindly knew every contour of her body and could read her every emotion with unequivocal ease. He'd instigated the hurt that Finn had managed to quell, stole her breath and drover her far from the calm of sanity. He was everything and nothing, a married man so far gone she'd last tasted the aphrodisiac of his lips only mere moments prior.

Within, the entirety of her being was a toiling mélange of conflicting emotions, heart pleading for Derek, mind-demanding Finn. Was she willing to settle for the happiness of affection when she had played witness the ecstasy of love?

_Sing like you think no one's listening,  
You would kill for this,  
Just a little bit,  
You would, kill for this_

She stilled, breath bated, hesitation prevalent throughout, a shuffle of hurried footfalls wringing in her ears.

"Shep!" Came a domineering cry as Richard Webber, countenance awash with definite intent, careened around the corner. "We have a double trauma, five minutes out!" The elder man paused; eye's fluttering in a desperate attempt to find a normal exhale pattern. "You in?"

Derek's brow furrowed in hesitant intent, assuring his aid with an acute inhalation of air and hurried nod of his head. "Yeah." He breathed, countering his response with a soft, sad smile that encompassed Meredith's quavering being.

_Sing me something soft,  
Sad and delicate,  
Or loud and out of key,  
Sing me anything,  
we're glad for what we've got,  
Done with what we've lost  
Our whole lives laid out right in front of us,_

"Grey?" Webber voiced, emphasizing his prodding idiom with a strong, commanding tone.

"Sir?" She breathed, unknowing what Webber was instigating.

"Are you coming?" He prodded, brow raised expectantly.

"I thought…" Meredith slurred, floundering beneath Webber's scrutiny, gaze fixed for the entirety of the conversation on Derek.

"You thought what Grey? Now that Steven's openly confessed to cutting the LVAD your no longer on probation, now, are you willing to help or not?" His voice was low and laced with obvious aggravation, a tone Meredith knew she was not willing to exacerbate.

"Yes…" She murmured, turning on her heel to obediently follow both Webber and Shepherd from the foyer. Pale eyes narrowed with sympathetic affection as she bid Finn a parting glance, replete lips mouthing a silent 'I'm sorry.'

_Sing me something soft,  
Sad and delicate,  
Or loud and out of key,  
Sing me anything._

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I appreciate you reading my fic greatly! Please comment, even if you having nothing to say, I just like hearing from people!

MwahBehindBlueEyes29


	2. Another Word for Desperate

**Reminder:** I don't in any way, shape, or fourm own Grey's (pity isn't it) or any other song/song title used in this fic so...enjoy!

Okay so Chapter II, which is a little bit longer then Chapter I, but not by much! The chapter is entitled _Another Wordfor Desperate_ by _Straylight Run_.

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Somewhere a Clock is Ticking

**II: Another Word for Desperate**

_And oh, the awkward ways,  
That you recoil when I get close,  
And oh, the awful grin,  
That greets me when I know I'm wrong,  
So down on hands and knees,  
Choking, gasping, dripping spit,  
I just can't make good on any of these promises,_

He'd watched as they were ushered forth, mangled victims, the mortally damned; a fitful quantity of foolish Prom goers having called an early night, drowning themselves with liquor before naively jumping behind the wheel. He'd watched, one, two, three young lives splayed before him, stupidity and regret plaguing their screams, their shouts that friends, confidants and significant others were indeed okay.

As if the evening hadn't proved traumatic enough he mused bitterly, a profanity spilling from his lips, it had now, truly, ended in disaster.

He pressed forth, filtering between hurried nurses and scavenging interns, tucking his now disarrayed shirt up; giving way to the soiled gloves that sheathed his fingers. Oh the irony of it all, he was doctor, a certified physician, a man people trusted with their lives, and yet he was unable to save himself.

_Then he asked me,  
What does that mean?  
What's another word for desperate?  
Repetition makes an impression,  
What's another word for desperate?  
I won't be around here for to very long,_

Breath bated, he found his gaze to falter, all concentration and bitter musings momentarily forgotten. "Meredith." He murmured insatiable want cradled in his voice. His withering intern, surgical gown sheathing the body he had so deftly bared mere hours ago, now attempting to save another's life.

He watched her toil with endless pursuit, selflessly attempting to save the withering girl that lie before her. Eyes narrowed in concentration, breath bated and exhalation forced.

"Grey." Came a staunch, illusive cry, Derek' gaze momentary faltering to discern a distressed Dr. Miranda Bailey, hurriedly clambering to Meredith's enamored side. "Grey! It's over she's gone, give up!" The petite resident alleged once more, casting Derek a pleading side long glance, silently urging him to deter his blatantly distressed object of infatuation.

"Mere." He murmured, tenderly asserting his hand to urge her from the comatose girl's bedside. "Meredith." He urged once more, garnering her desperate gaze, body involuntarily shouldering upon the realization that it was indeed him.

_So tip the bottle back,  
Bubble foam,  
And watch it break,  
We can all be sure,  
Something awful's coming this way,  
So take this medicine,  
In measured doses,  
Take your time,  
Cause they'll tear into you!  
They will, they will..._

"Do something." She pleaded; eye's wide, silently beseeching him.

"Grey, she's to far gone; we've got to let her go!" Bailey interjected sympathetically, gaze fixed on her naively pleading intern floundering within Derek's chaste embrace.

"No, she's seventeen…" Meredith voiced, turning with mournful eyes to Derek, ineffectual fists pitifully wringing the sleeve of his shirt. "Seventeen Derek, she hasn't even gotten to live…to love." Her voice faltered, eye's raw with unshed emotions, knowing she'd allowed her impenetrable façade to wither beneath the conclusive weight of the evening. His fingers fell the length of her pristine face, _'…to love'_ he mused, a mournful look reticent in his ethereal eyes, a silent 'I'm sorry' gracing his tongue.

_And they'll tear into you,  
They will, they will... _

"Time of death 20:27." He murmured despondently, watching Meredith's frail physique struggle from his side, disheveled dress slipping to expose a shoulder, flushed and raw from the abrading stubble of his jaw.

Her body was quaking, writhing from his touch, momentarily repressed emotions of the evening's prior exertions surfacing without remorse.

"Meredith…" He wooed, following her longingly from the room, stripping gloves and surgical gowns alike. "Mere…" His voice was shallow, pleading for her assurance, her love, her idolatry and trust once more.

"Don't" She murmured, raw and despondent, turning to face him with emotionless, insipid eyes. "Just don't" She mewed, quaking without remorse, swollen mouth listlessly parted in desperation. "Goodnight Derek."

He stilled, breath bated, watching her recoil from his touch, body aching and soul weary.

_I won't be around here for to very long!  
I won't be around here for to very long!_

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Thank You Everyone by the amazingly awesome reviews, keep them coming!


	3. Make this go on Forever

**Reminder:** I don't in any way, shape, or fourm own Grey's (pity isn't it) or any other song/song title used in this fic so...enjoy!

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**Somewhere A Clock Is Ticking**

**III: Make this go on Forever**

_Please don't let this turn into something it's not  
I can only give you everything I've got  
I can't be as sorry as you think I should  
But I still love you more than anyone else could_

Ineffectual fingers numbly bared the artful lines of her body, pressing the tainted frock, lined and lingering of cologne, from her narrowed shoulders. Gaze reminiscent and mournful as it coiled the swell of her breast and the arch of her posterior, filtering scornfully to the floor.

Soft, mournful sobs breached the silence, lingering atop the heavy air, drowning the melodic lull of the showers spray to oblivion. She couldn't sleep, couldn't eat, her mind and senses numb. Numb from the loss and inconsolable grief of her friend, from the hurt she'd unintentionally inflicted on a sweet, innocent man, and most of all from the lingering recollection of Derek Shepherd fervently consuming her body.

He was a constant in her thoughts, dreams and incognizant mind. Body aching to do nothing more then fall into a fitful slumber atop his chest, allowing all the doubt and lingering indecision life provided to slip listlessly away.

It was all to human, these feelings, guilt and ecstasy, pain and pleasure they stalked her throat and stole her breath. It withered her to nothing more then a scared, frightened child, incapable of attachment or irrepressible faith.

_All that I keep thinking throughout this whole flight  
Is it could take my whole damn life to make this right  
This splintered mast I'm holding on won't save me long  
Because I know fine well that what I did was wrong_

He was married, her mind wearily warned, married, promised irrevocably to another woman, not her, never her. She was a blind fool; wooed and beguiled by infatuation, forced without hope to love the untouchable.

She shuddered, body wracking as her sobs piqued to an inconsolable pitch, wearily stepping into the cleansing haven of her shower. Body aching as rivulets fell without remorse onto the raw slope of her neck, berating her actions. Whimpering in disdain as her feeble attempt to cleanse her sated body failed; the fall of his lips down her chest and insatiable bliss of him buried between her thighs proved irrepressible and unforgivable.

She sank within the chiding water, rivulets chastising her quaking forum, tears streaming irrepressibly from her pale eyes. "What have I done?"

_The last girl in the last reason to make this last for as long as I could  
First kiss in your first time that I felt connected to anything  
The weight of water, the way you told me to look past everything I had ever learned  
The final word in the final seconds you ever learned to me was love_

"_I'm married, I have responsibilities…'_

His words taunted him, replaying without remorse within his toiling mind.

"_She doesn't drive me crazy…"_

His body was throbbing, yearning for the insatiable need within him to subside. He was irrational, assuming conclusions and inventing scenarios, imaging her face, her body, her touch consuming him.

"_She doesn't make it impossible for me to feel normal…"_

His fingers coiled with insatiable want around the delicate reminder clasped fitfully within his palm, panties, hers nonetheless, tender and volatile.

Touch inevitably provoking long suppressed recollections of the evenings lingering exertions. Body numbed as he once more brought the now distilled liquor that flanked him to his yearning lips. Breathe breaking in the whisper of her name as he shifted in obvious contemplation.

"_She doesn't make me sick to my stomach thinking about my veterinarian touching her with his hands."_

_We have got through so much worse than this before  
What's so different this time that you can't ignore  
You say it is much more than just my last mistake  
And we should spend some time apart for both our sakes_

Perhaps it had been the desperation in her kiss and low lilting moans of ecstasy that foolishly assured him she was his nonetheless. He'd never held another in contempt, and yet every look he found his god-forsaken veterinarian, Finn, cast her way made him sicker and sicker. There was no rational explanation for his actions, for the desperation and insatiable want that plagued his emotions; love was both cruel and blind.

"_Man, I would give anything not to be looking at you!"_

He was married, obligated to another while every breath was a whispered declaration of his feelings for her, Meredith, his wilting intern.

_And I don't know where to look  
My words just break and melt  
Please just save me from this darkness_

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Thanks for reading,I appreciate it! Please review! BTW. The song used Is by Snow Patrol! 


	4. The Good Fight

**Reminder:** I don't in any way, shape, or fourm own Grey's (pity isn't it) or any other song/song title used in this fic so...enjoy!**

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**Somewhere A Clock Is Ticking  
IV: The Good Fight  
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_Consider the odds,  
Consider the obvious.  
The martyr is meaningless,  
The campaign has died._

Her emaciated forum slumped meekly over the weathered breakfast set, soul weary eyes staring numbly into the quiescent oblivion of space.  
"I feel empty." She murmured, gaze unwavering, garnering the unadulterated attention of all who flanked her.  
George shifted tediously, a soft sigh breaking his lips. He knew this Meredith, over-wrought and lovelorn, the last time he'd seen her this catatonic was after her initial break up with Shepherd. "Mere?" He sympathetically cooed, briefly drawing on the humble camaraderie of the room.  
"I feel empty." She murmured once more, insipid gaze faltering between the gathered culminations of her friends, her family. She was dying inside, unable to cope with the emotional ramifications of the previous evenings exertions.

_In the planning stages and the fallen faces  
Are the singular proof that it was ever alive._

With blatant understanding of the reminiscent situation, George shifted uncomfortably within his chair. Meredith felt empty he dejectedly mused, and the only plausible explanation for her illusive illness was nonetheless Derek Shepherd.  
"She feels what?" Callie timidly interjected, breathing the words inaudibly into the lobe of George's ear.  
"Empty." He drew, casting her a feeble smile. "She feels empty." He paused, faltering his sad, soft gaze from his catatonic roommate to his blatantly bewildered girlfriend, whom, nonetheless, only wanted insight to the lingering situation. "The only other time I've seen her…" George sighed acutely, intonation lowering an octave. "Seen her like this, was after Shepherd."

_This purchased rebellion has been outbidded,  
Denounced and rescinded and left to die championless.  
I begged you not to go.  
I begged you, I pleaded._

Shepherd, it was then and there that Callie understood the petite interns' woe.  
It had been in the culpable way they'd glared at her, bodies spent and replete, various items in disarray.  
She'd seen it in Meredith's eyes, wanton and guilty, dress hanging limply from her gaunt shoulders, exposing to Callie the obvious ramifications of their coupling.

_Claimed you as my only hope  
And watched the floor as you retreated. _

She'd been trembling, Meredith; quaking irrepressibly as she'd hurriedly took it upon herself to right the interns tainted frock. Eye's discerning the lingering indentation of the attending physician's teeth marks atop the abraded fall of her neck and shoulders.  
She felt piteous towards the catatonic intern, bruised and broken, shattered within, unable and unwillingly to quell the ache she felt for Derek Shepherd.

_Hope has sprung a perfect dive  
A perfect day, a perfect lie.  
A slowly crafted monologue conceding your defeat._

"This is about last night…" Callie murmured, casting a sympathetic glance towards an incapacitated Meredith. "Isn't it?"  
Meredith's eye's fluttered demurely; dark lash's kissing tepid skin. "I can't…" She whispered, her words a lilting breath atop her lips. "I can't stop…" She vaguely alluded, the brief reverie giving Callie heed to inaudibly shoo an abashed George from the room. "I like Finn, he's a good man…" She woefully mused, breathlessly articulating her indecisive emotions. "But all I can think about is Derek." She paused, stoically shifting her weight. "About him and about last night." Her voice faded, eye's narrowing in whimsical delight. "It was the way he felt inside of me and against me. I can't stop thinking about it; I can't stop replaying it in my mind, over and over again." A single tear faltered its way down her crestfallen countenance. "It's wrong and dirty and demoralizing, but I can't stop…" Her face flushed in blatant aggravation and repressed discontent of her actions. "I can't stop loving him, and I want to, I want to so badly but I can't. And Finn, wonderful Finn, has plans, and is everything I need but I don't, I can't…"

_Does it comfort you to know you fought the good fight?  
Basking in your victory,  
Hollow and alone_

"Love him." Callie interjected, a complex idiom of both comprehension and sadness contorting her features. "You can love someone, and not want to be with them." She shrewdly voiced doe eyes narrowed in deliberation. "And you can want to be with someone, and not love them." She smiled in earnest, sitting attentively back against the windswept chair.  
"I love him so much." Meredith gutturally whimpered, a pitiful, pleading gaze silently beseeching Callie. "But I can't…I can't do this, not again."

_While you boast your bitter bragging rights to anyone who'll listen.  
While you're left with nothing tangible to gain._

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_I would like to thank everyone for the amazing reviews! Keep em' coming Sil-Vous Plait! The song is byDashboard Confessional!_


	5. The Scientist

**Reminder:** I's not affilated w/ Greys in any way,shape or fourm!

**NOTICE: **I reworked this chapter a little bit so it's little more angsty, I'm changing the plot line to something more orignal, opposed the the quintessential season 3 fic, and the orignal version of this chap didn't fit so...enjoy! 

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**Somewhere a Clock is Ticking**

**V: The Scientist**

_Come up to meet you, tell you I'm sorry,  
You don't know how lovely you are.  
I had to find you, tell you I need you,  
Tell you I set you apart. _

She smiled in spite of the emotionally endearing scene; guiltily adoring from afar the earnest set of his jaw and adorably childlike fall of dark hair that protruded impishly from beneath his disheveled scrub cap.

His exhale pattern was sound, chest falling in a lulling ebb of breath, shadowed circles ringing his tender eyes as he shifted absently in his slumber.

She could do nothing but admire the beautiful man that lie before her, standing with bated hesitation upon the surgical break room's threshold, fingers languidly caressing the outline of her parted lips.

She'd dare not wake him, not even beneath Dr. Bailey's vehement orders, the sight to endearing; his masculine frame slouched haphazardly within the abandoned armchair; knowing that nonetheless the past trying 24 hours had finally claimed their toll on his exhausted forum. Thankful in the slightest that those ethereal eyes that stole her breath and withered her soul where momentarily closed, allowing her to admire him without explanations if only for a while.

_Tell me your secrets and ask me your questions,  
Oh, lets go back to the start.  
Running in circles, coming in tales,  
Heads are a science apart. _

Yet she found her hallowed reverie laconic, his eyes fluttering, dark lashes kissing tepid skin, breath a single acute exhalation.

"Meredith?" He groggily murmured; incredulity lining his face as his exhausted body erected itself within the absent armchair.

"Dr. Shepherd." She breathed in bated response, briefly contemplating turning on her heel and fleeing his onslaught of inevitable questions. "Dr. Bailey told me to come find you…" Her response was short and stammered, body writhing beneath his wanton gaze, fingers absently wringing the already mused fabric that sheathed her thighs.

"Dr. Shepherd?" Derek drew, brows furrowing in contempt of the formal address his floundering intern had coolly reeled from atop her tongue. "It was Derek last night?" He coyly attempted, drudging up bittersweet memories.

"Dr. Shepherd." She attempted once more, a vehement flush staining her pristine features. "Dr. Bailey needs you on a consult in the Pit." Her eyes narrowed, body fitfully recoiling against the adjacent door.

_Nobody said it was easy,  
It's such a shame for us to part.  
Nobody said it was easy,  
No-one ever said it would be this hard,  
Oh take me back to the start._

"Meredith." Derek murmured, a slightly sullen idiom plaguing his handsome features. "We need to talk." He wooed, watching her eyes narrow in obvious abashment.

"Please, just don't say anything." She wordlessly pleaded, a soft, lilting sob irrevocably breaching her lips. "It's just…" She attempted, voice raw with wanton emotions, ineffectual fingers coiling soundlessly into irrefutable fists.

_I was just guessing at numbers and figures,  
Pulling your puzzles apart.  
Questions of science, science and progress,  
Do not speak as loud as my heart._

Her body was quaking, eye's lush with unshed tears stemming from emotions to long repressed. He could feel the terror, the inconceivable guilt of the sin they'd committed, through her gaze. She'd kept her distance, coolly fleeing his soul-weary attempts at reconciliation, her gaze averted, repressing his words once more, standing before him merely out of irresolvable duty. "Tonight…" He pressed, a sad, soft grin emanating his weary eyes. "In the clearing, overlooking the lake, I was going to bury Doc." He melancholy voiced, wordlessly beseeching her presence.

"So you can see the mist rising off the lake when you visit him." She murmured, the melancholy lull of her words broadening the bittersweet grin atop her lips.

_And tell me you love me, come back and haunt me,  
Oh and I rush to the start.  
Running in circles, chasing tails,  
And coming back as we are._

"So we can see the mist rising off the lake when we visit him." He tenderly assured, a stricken idiom plaguing his handsome features. Soul aching as he wistfully contemplated the meager intimacies they'd reserved only for the other, hallowed memories of watching the illusive steam whispering from atop the lake, blissfully content within the others arms. "Come." He airily concluded, humble gaze inciting long repressed emotions. "We don't have to talk if you don't want to. Just come. Be with me, for this, for Doc." He beseeched, underlying emotions playing havoc atop the tangible air, suppressing the room, the atmosphere quaint and intimate.

"Goodbye Derek." She murmured faintly, quavering from the moment, tangible regret prevalent within the listless draw of his name; the irrepressible finality of her allegiance asphyxiating beneath his wanton gaze.

"Goodbye Meredith." He dolefully exhaled, her name spilling from his tongue in a whispered reverence. Ethereal eyes seamlessly watching the artful lines of her body clamber from his gaze.

_Im going back to the start._

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_Thanks to all the reviews I've been getting, good & bad, I like to hear what people think! Keep it up!_


	6. A Slow Descent

**Reminder:** I don't in any way, shape, or fourm own Grey's (pity isn't it) or any other song/song title used in this fic so...enjoy!

Okay so quickly before you read this, it's suppose to be a lot like the elevator scene in 'Let It Be' & the stairwell scene in 'Damgae Case." So that being said...enjoy!

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**Somewhere a Clock is Ticking**

**VI: A Slow Decent **

_I'm tired._  
_Cynical and broken, but wiser._

It was an emotional precipice, the elevator.

Weary eyed and lovelorn, he'd reluctantly boarded, brushing shoulders with the occasional passerby, a cordial gaze and amiable nod of his head assuring others a 'good' morning.

So he stood, a solemn idiom berating his features, aptly securing the impish scrub cap atop his thick fall of hair; gaze apathetically inquiring the sparse populace of the tiny, hollowed contraption.

_Heavy with a sense of resentment,_  
_but I used to be so much different_

He'd been here.

Eyes, soul-weary and wanton, falling in palpable anticipation atop the rigid physique of his wilting intern. Poised and untouched, the artful camber of her neck bared to him, slender, waif like physique clad in her quintessential scrub attire.

There were no words to be spoken, nor gazes exchanged, the silence fluent with implicit emotions and eloquent endearments.

Shoulders falling and breasts heaving, a low lilting sigh berating the sullen air as the elevator gave a subtle downward ebb.

"Meredith."

The physical impossibility of not being able to touch her condemning his senses, breath bated in his chest, footfalls timid and precise as he garnered deft proximity. "You know at some point you're going to have to acknowledge me." He aptly murmured, the eloquent prognosis of a neurosurgeon.

_I used to have so much faith_  
_when I started._

She stood her ground, quavering as their proximity dwindled, dark lashes kissing tepid skin. "Meredith."

His breath ghosted the artful fall of her neck, heightening senses and numbing sanity. "Talk to me, acknowledge me, love me." He murmured, a melancholy plea, mouth deftly wooing the hollowed contours of her exposed collarbone.

"Don't" She reluctantly murmured, body wantonly contradicting her words, disarrayed honey locks falling in surrender about her face, head bowed in a desperate effort to further the extent of his touch.

_You knew that I always meant it._

"This." She whispered, fleetingly allowing his tongue to brush the hollow of her throat. "Is wrong." Her words a panicked exhalation as she broke their hallowed contact, breathlessly gesturing to the diminutive proximity they now held. "You've got a wife, who's not easy to hate and who's annoyingly kind."

Derek shuffled absently, gaze, if only momentarily, averting her own. "Meredith."

_I knew I could make a difference,_  
_I struggled to be heard_  
_and then finally, one day people started listening._

A lilting whimper abraded the air; Meredith's eyes narrowing with incredulity. "Stop! You say Meredith I yell remember?" An irrevocable silence filled the confined space, insatiable desire and crippling remorse tangible atop the others tongue. "Seriously Derek! Seriously!" She fumed, fitfully wringing the lined fabric of her thighs in utter frustration. "You've got a wife, as in pig-headed, adulteress married. And we, we had sex. Tawdry…blissful…sex in an exam room, during prom Derek, now if that's not a cliché I don't know what is." She was trembling, writhing beneath the sheer frustration and insatiable love she felt towards this man.

_And I knew it_  
_but as soon as it began it was ruined._

"And if that, the sex, wasn't enough! You had the audacity Derek, as a married man, to stand before me and ask me what it meant." Her countenance vehemently flushed beneath the venom of her words, ineffectual fingers nimbly brushing the hair from her eyes. "How the hell am I supposed to know Derek? I'm not the one who left this relationship! You chose Addison, you ended this, not me, it was never me, until now. This thing between us, whatever it was to you Derek, is over, over!" Her words stung, dripping with remorse and unshed emotions. "You said it yourself that day in the stairwell Derek; it's over, finally, thank god." She was breathless, chest heaving from the exertion, the finality she'd promised herself tangible atop the air.

_A slow descent from unique to routine,_  
_over and over,_  
_"just do it again and this time with feeling"._

Her words had ineptly stolen his breath, leaving him to listlessly gaze with forlorn agony at her crumbling façade. These emotions, passion, denial, anger and lust, proving far too human for the pretentious neurosurgeon. "Then what was the other night Meredith, closure? You know it was more then that, you felt it. Hell you made no attempts to stop me, you wanted it as badly as I did, perhaps even more so."

_The spotlight._  
_The focus on the friends and the feelings._  
_That made those stupid songs all worth singing._

His fists vehemently met the steel paneling of the elevator shaft, cornering a now recoiling Meredith, granting her no quarter. "What do you want me to say Meredith that I regret the other night? Fine, I regret putting you in that situation, making you feel inadequate and used. I regret deceiving my wife and Finn, because even though I hate the guy, because he has you, I know how it feels for the woman you think you love to sleep with another man."

_And don't you say a word_  
_unless you're pretty sure that you want it analyzed._

He lingered inferior to her, breath gusting across her skin, heightening the moment to an unbearable intensity. "I don't however, regret the act in itself. Last night, making love to you, it's all that's sustaining me, those memories. So no, I don't regret that I can still hear the cries you elicited upon release, or feel the bruises your fingertips left on my shoulders." She quaked beneath his words, body pulsing and eyes fluttering, breath tepid against the lobe of her ear, his whispered confessions. "I could never regret you, even if your taste still resides on my tongue and it's driving me mad not being able to take you right now…"

_So we drove_  
_for what seemed like days_  
_over roads_  
_and four lane highways._  
_We said all we had to say_  
_and I realized in time that it didn't mean anything._

The compartment gave a sickly shudder, the doors reluctantly sliding ajar to reveal the brawny figure of Dr. Torres. Her brows inquiringly piqued, an incredulous although pitying idiom stealing her features. Grey and Shepherd, Shepherd and Grey, lovelorn and panting within the tiny shaft, countenances awash with starry eyes culpability.

_Never,_  
_not ever again._  
_Not like that._  
_"It's only a matter of time"._

* * *

So...I updated this chap, changed things around and such...don't ask so...anywho this is like my least favorite update, I think it McSucks, but it's necassary for the story so...je ne'sais pas! 


	7. The Brilliant Dance

**Reminder: I don't in any way, shape, or fourm own Grey's (pity isn't it) or any other song/song title used in this fic so...enjoy!****

* * *

**

**Somewhere a Clock is Ticking **

**VII: The Brilliant Dance **

_So this is odd,  
the painful realization that has all gone wrong.  
And nobody cares at all,_

It was raining. Soft, thrumming rivulets quelling the lingering tension of the house, still and quaint, a shuffle of feet here, a suppressed cough or sigh there.

She lie, ineptly strewn across the blankets, hair staining the pillows, the faded creed of her Dartmouth tee illusively tangled around her breasts, the sheets glacial beneath the bare of her outstretched stomach.

It had been the mornings, the laconic lapse in time when the sky was still dark and the earth still inert that had always proved the most trying. Those hallowed few moments before the amber dawn of a new day, when her bed was still cold and her body still sheathed, that haunted her.

_So you buried all your lover's clothes  
and burned the letters lover wrote,  
but it doesn't make it any better.  
Does it make it any better?_

She rued the memories that left each new day's optimistic light tainted. Bittersweet recollections of tongue and teeth, tepid breathe and wanton lips impishly rousing her from her hallowed slumber; agile and taunting, the adroit capabilities of a certain Neurosurgeon physically exhausting her until the lamented cry of her alarm.

Today, this bittersweet morning, was proving to be no different.

His words haunted her, marring her dreams and subconscious mind, irrational allegiances of obsession and intoxication, every word spoke but those three she most longed to hear. 'I love you.' She found no solace in his beguiling confessions, as she'd been assured since childhood, actions were to speak louder then words, and Derek's actions were anything but gallant.

She was foolishly pining over a married man, ridiculously allowing him to seduce her thoughts and taint her reality with false words of lingering adoration. The prominent brain-surgeons idealistic affair with his young intern, whom on a whim and a kiss had surrendered herself to him once more, reducing not only her own demeanor, but his as well, the surgical shenanigan of the year.

_And the plaster dented from your fist  
in the hall where you had your first kiss  
reminds you that the memories will fade._

With a belated sigh of surrender and hopelessness, love and loss, she wearily clambered from the once reassuring haven of her bed, legs dangling meekly from the lined periphery. She couldn't sleep, had no desire to eat and was deliberately unwilling to speak to anyone, despite their desperate efforts of coaxing her into a heartfelt interrogation. Thus, wearily entwining her frail arms in a final endeavor to garner any warmth at all, she blindly set off on a feeble quest to appease her quavering senses.

One step at a time, footfalls soft and silent, she ventured with deft precision down the haggard stairs, a distorted mélange of clothing lining the entwined corridors. The abode the unmistakable residence of three overly worked, under paid surgical interns.

To her reluctant surprise, Meredith found herself not to be the only apprehensive resident plagued by lingering insomnia. Izzie, slumped and absently wrapped in a pale pink dressing gown, wearily flanked the weathered breakfast set, head down and eyes narrowed in forlorn concentration.

_So this is strange,  
our sidestepping has come to be a brilliant dance  
where nobody leads at all,_

"Hey." She attempted, inept arms cradling her shivering physique tighter; aptly floundering about the distraught kitchen, the quintessential aroma of blossoming treats noticeably absent. "Couldn't sleep?" She tentatively murmured intonation fraught with exhaustion.

_And the picture frames are facing down  
and the ringing from this empty sound  
is deafening and keeping you from sleep._

A soft, sad sigh abraded the awkward interlude. "I don't sleep." Izzie numbly countered, gaze unwavering. "Not anymore at least." She rued, swallowing the rising sob that stalked her throat. "There going to put him in the ground, the man I love, there going to bury him six feet beneath my feet." Her voice trailed, tremulous gaze meeting her melancholy roommates for the first time in what seemed an eternity. "And I can't do anything about it." An irrepressible sob stole her breath, body heaving acutely beneath the confession and weight of her fears. "You look like shit by the way." She curtailed the emotional precipice, laughing in the spiteful manner she always did when the weight of a situation became too much for her to bear. "What's the matter?" She prodded, deftly wiping the welling tears from her eyes, momentarily attempting to avert the conversation from the lingering pity of Denny's untimely passing.

_And breathing is a foreign task  
and thinking's just too much to ask  
and you're measuring your minutes by a clock that's blinking eights._

"I thought I was supposed to ask you that?" Meredith grinned in spite of her dejected friends belittlingly remark.

"Mere, I have cried for three days straight, I'm putting the man I love in the ground in less then five hours; tell me something, anything to get my mind off of all of this." Her voice an insatiable plea, brows piquing in contempt of the melancholy situation.

A slow, bated exhale slipped in rising apprehension from Meredith's piqued lips, eyes narrowing in long suppressed regret. "I ended it, broke all ties with Derek." A lilting sigh tainted the earnest silence, inevitable tears pricking the slip of an intern's woeful gaze. "Something happened." She deftly rued, clutching herself unbearably close. "Turns out we were never friends, just simply settling for anything we were allowed." A faint sob spilt from her lips, her endearments anything but earnest. "I'm with Finn now, Derek; well he is out of my life."

_This is incredible.  
Starving, insatiable,  
yes, this is love for the first time._

A sidelong gaze, divulging much more then articulated, caused Izzie's intrigue to pique. Meredith's words were false and hollow, delivered fleetingly and with little emotion. Perhaps she'd attempted to end her liaison with Derek Shepherd, but there was no warmth in her mention of Finn, the charming veterinarian, and too many unspoken emotions in her purported finalization of the McDreamy romance. Her words were lying; tremulous body and quavering eyes contradicting what she'd foolishly assured herself. Mereidth Grey was in no way over Derek Shepherd, if anything, Izzie reluctantly mused, she was more in love with the indecisive neurosurgeon then ever.

_Well you'd like to think that you were invincible.  
Yeah, well weren't we all once before we felt loss for the first time?  
Well this is the last time. _

_

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_So I apologize for not updating on a regular basis, I've been super busy lately so...Anywho I've got the next two chapters already done so, they'll be up like pronto! Thanks for the reviews, keep them up! F.Y.I The songs by the lovely Dashboard Confessions! 


	8. If You Can't Leave It Be

**Reminder:** I don't in any way, shape, or fourm own Grey's (pity isn't it) or any other song/song title used in this fic so...enjoy!

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**Somewhere a Clock is Ticking**

**VIII: If You Can't Leave It Be, Might As Well Make It Bleed **

_What you've found sure upsets you  
Never saw it coming did you?  
Its easy to be surprised with both your eyes sewn closed  
Handled with great precision, another thoughtless execution_

He felt ill, physically and emotionally, his head rife with unshed sentiments; stomach constricted and unruly ebony ringlets in a visible state of ailment. The emotional precipice of the tedious situation willing him to wretch the irrational thoughts from both his body and mind.

He'd fled, drowning himself within his insecurities, a bottle, drained of its amber contents ineptly flanking him. Shirt agape and trousers line with discord, the heavy remnants of liquor, to hurriedly consumed, tainting his wanton lips. Every beat, every breath, proving to be nothing more then a whispered declaration of his unfaltering feelings for her, his intern, his mistress.

_You're the subject of this exhibition  
A willing cadaver, a willing cadaver.  
Scalpel, sutured.  
Made whole again._

A low shudder emanated from his body, physique writhing beneath the mere recollection of her touch, her scent, her body, lush and warm beneath his palms. He burrowed deeper, feigning sleep, trying his damndest to deter the hollow cadence of his wife's clambering stilettos.

"Derek, I know you're awake." Her words hollow and implicit; body deftly pacing the confined space, breath heavy and intrusive. "Do you want to tell me what the hell your little episode was about earlier this evening?" Silence resounded, Derek ineptly burying his unruly fall of ringlets beneath the downy sheath of an adjacent pillow. He wanted no part in the conversation that was to inevitably follow. Eyes reluctantly fluttering agape, inwardly contemplating the reason he'd callously left his wife amongst other ebony sheathed, sullen faced onlookers at Denny Duquette's melancholy memorial.

_These cuts are leaving creases  
Trace the scars, fit the pieces  
Tell your story, you don't need to say a word.  
_

It was a simple, blameless answer, Meredith. She was the single reason he'd fled, the engulfing want and heedless jealously he fell prey to every time she was near, asphyxiating his sanity. He loved her with an intensity he was neither able to control nor willing to describe, listless emotions causing his soul to ache and body to throb. Meredith, his breathless intern, in the arms of another man proved far the human for the presumptuous neurosurgeon to withstand.

"What do you want from me Addison?" His words deft and insipid muffled against the tepid sheets; listless body feebly attempting to erect his head atop the pillows.

_Call off the cavalry, can't save a wretch like me.  
Clean this with kerosene._

"Damnit Derek! I want you to care!" The words spilling like venom from her lips. A slow bated sigh berating the sullen silence as Derek fumbled effortlessly to a sitting position. "I slept with your best friend Derek, and you walk away, like it meant nothing." The words hollow, mechanical as they tainted the air. "But Meredith Grey does as much as talks to a man, and it throws you in to a blind rage." A soft guttural sigh piques on her lips, her words precise. "I've tried Derek, tried to convince myself that somewhere, somehow, you still love me. Tried to rationalize the past seven months, tried to give you the goddamn time you need to get over your precious little intern. What more do I need to do, how much more do you need me to sacrifice?" An eloquent silence prevailed, apathetic husband and fuming wife wordlessly acquiescing to the others futile remarks. "Do I need to dye my hair blond and parade around as you little intern? Then will you notice me? Then will you care?" A horse whimper berated the air, Derek's fingers numbly attempting to quell his disarrayed tresses.

_If you can't leave it be might as well make it bleed.  
Scalpel, sutured.  
Made whole again._

Shallow and bated, a breath shuddered from his lips, body quaking beneath the weight of Addison's lingering accusations. "This is uncalled for Addison." His voice low and lined with acute distrust, the quintessential tone he took with her whenever he was unwilling to discuss their martial woes. "Uncalled for Derek? Uncalled for? Seriously?" She was enraged, leaving her husband to placidly clamber to his feet, garnering deft proximity.

_Your wires are frayed, can't fire right  
You look better when out of sight  
You were not made to stand and fight  
There's something better wrong with you_

"I never lied to you Addison; never lead you to believe otherwise…" His voice involuntarily faltered, intonation lowering to a lovelorn confession. "I told you I loved her Addison, right from the start. I told you where my heart and intentions differed. I tried, waited for this feeling to pass. It didn't. It hasn't." He swallowed, acutely, the well of emotions tediously quelling within his inebriated physique. "I can't help it, I can't change it, don't you think I would if I could. Goddamnit Addison you're my wife, don't you think I want to look at you the way I look at her? This…feeling…is so far beyond my control that it's frightening!" He stalled a forlorn pity prevalent within his soul-weary gaze, breathless and flushed from the exertion of his words.

_Your pulse is anemic, you're tired of the fire  
You're bruising too easy and falling behind  
And no one is waiting for you._

"See Derek that wasn't so hard was it? Why couldn't you have told me that seven months ago, before all of this!" She reiterated, watching her husband blearily falter atop his hesitant feet.

"Because I was trying Addie, because we were trying. Do you honestly believe that I thought that everything was going to end up like this? Would I be standing before you now, if seven months ago I knew things weren't going to change? No Addie, I wouldn't." A spiteful bought of laughter broke her lips, eyes widening in blatant incredulity.

_Call off your quarantine, can't save the rest from me  
Clean this with kerosene._

"That's right, because if seven months ago you knew that nothing was going to change, you'd be in bed with Meredith Grey right now. Which is why, I bet, your really regretting your decision at the moment?"

Pride, the hardest thing to swallow, and yet Derek Shepherd did it without remorse. He was tired of fighting, of tediously executing the same argument until it was void of purpose, until they found another cause to quarrel over. "This conversations over Addison." His words forlorn and distant; inebriated body stumbling with deft footfalls back to his bed.

"Fine Derek, this is over."

_If you can't leave it be might as well make it bleed.  
Scalpel, Sutured.  
Made whole again. _

* * *

_So, sorry for the delay!I got busy! So R&R and I hope you enjoy(ed)!_


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